Last week Film Independent screened "The Descendants" at LACMA with George Clooney, director Alexander Payne, Shailene Woodley, Judy Greer, Matthew Lillard, Robert Forster, Beau Bridges and Nick Krause on hand for a Q & A afterward. Highlights from the conversation with Elvis MItchell are below.

Last week Film Independent screened "The Descendants" at LACMA with George Clooney, director Alexander Payne, Shailene Woodley, Judy Greer, Matthew Lillard, Robert Forster, Beau Bridges and Nick Krause on hand for a Q & A afterward. Highlights from the conversation with Elvis MItchell are below.

Clooney on getting to be in an Alexander Payne film:

"I thought "Citizen Ruth" was fantastic, I thought "Election" was a perfect film, and loved "Sideways." I was praying that I wasn't going to be in the first shitty Alexander Payne film. Because you know that he wouldn't even get shit for it, it would be like [I] fucked up that guy's movie!

In general, I think a lot of us [in the cast] had the same feeling, which is it was such a good screenplay, and we loved working with all the actors, and we were excited to work with Alexander, so a big part of what we were hoping to do was not screw up. We wanted to serve the material as well as the material would serve us."

Moving forward from "Sideways."

Payne discussed the long road to finding the right role for Clooney, which began with turning him down for the lead in "Sideways": "Truth be told, after we met on "Sideways," I didn't think he was quite right for that part but I did have the idea that we would work well together... When I decided to make ["The Descendants"] into a film in summer of '09, I thought this would just be a perfect part for him." Of his "Sideways" rejection, Clooney added jokingly, "He failed to see my brilliance. He failed to see how good I was." And on getting the lead in "The Descendants": "I just came in and read [for the part] and waited. Tom Hanks passed, Brad Pitt passed..."

The overlap of comedy, drama and realism.

Payne talked about his method for bringing out the comedy in conventionally dramatic scenes: "[I] try to have scenes where the more 'real' the actors play it, the funnier it is. They shouldn't be aware of the comedy. It's just somehow in the script... The more they weep or the more in anguish they are - playing it for real - the funnier it is." Judy Greer agreed that the line between comedy and drama can easily blur, mentioning a much-discussed scene near the end of film, in which - SPOILER ALERT - her character confronts the comatose wife of Matt King (Clooney): "In the last scene, I played it in my mind really dramatically. And I think George said, 'Oh, it's so funny when you do that.' And [in this scene] I'm crying my eyeballs out!"

On discovering and working with 10-year-old actress Amara Miller:

Three weeks prior to shooting, Payne had still not found an actress to play the youngest daughter of Matt King. Luckily, a friend of a friend (of a friend) helped out: "My second unit cinematographer's wife called a friend in [her apartment] building, who called another friend, who has a sister in Monterey, California, who has a daughter who's a hambone." This "hambone" turned out to be Amara Miller, and after seeing one minute of Miller's emailed audition tape, Payne knew she was the one.

Clooney described Miller as "perfect in the film," and recounted a set story: "[Amara] showed up on one of the first days we were shooting at the club, and [for the scene] they put a big plate of ice cream in front of her, and she's a ten-year-old so she starts scarfing it. She doesn't understand that there's going to be ten takes. And I didn't tell her because I thought it was fun, see if she'd swell up. And she did! She didn't show up the next day, she got her first sick day."

Woodley on acting in the film:

"I was excited because we didn't have to act, we got to just be humans. Alexander creates such a comfortable environment on set, and at the table read he looked at us all and said that he hired us for who we are, and he didn't want us to do anything but be ourselves. And that's kind of every actor's dream, at least for me. It's like being on a playground." Of the screenplay, Woodley added, "I loved it because it was real and human and messy... I feel like especially for my age range [the roles] are always glamorized and artistically licensed, and this one wasn't."

Lillard on playing the other man:

Lillard joked about the novelty of playing the man who has an affair with Matt King's wife: "I stole Clooney's wife, it's the single greatest role in the history of the world. Nobody will ever do it again - Brad Pitt, nobody. But me!"

Read the TOH extended interview with Payne here and the TOH review of the "The Descendants" here.